From the November 2008 issue of Investment Advisor • Subscribe!

The SEC Rethinks Disclosure

More On Legal & Compliance

from The Advisor's Professional Library
  • Using Solicitors to Attract Clients Rule 206(4)-3 under the Investment Advisors Act establishes requirements governing cash payments to solicitors. The rule permits payment of cash referral fees to individuals and companies recommending clients to an RIA, but requires four conditions are first satisfied.
  • Dealings With Qualified Clients and Accredited Investors Depending upon an RIAs business model and investment strategies, it may be important to identify “qualified clients” and “accredited investors.”  The Dodd-Frank Act authorized the SEC to change which clients are defined by those terms.

At a time when the markets are at their worst, the Securities and Exchange Commission, via its 21st Century Disclosure Initiative, is examining how to help investors understand companies' detailed financial reports and the complex financial instruments being used today.

The Disclosure Initiative, established by SEC Chairman Christopher Cox, is designed to not only examine how well the SEC is using its current system, "but also guide our planning in addressing the insufficient transparency that is at the heart of today's market problems," Cox told attendees October 8 at the Commission's roundtable discussion on modernizing the Disclosure Initiative. By the end of 2008, the SEC's Disclosure Initiative hopes to issue a report that describes a modernized disclosure system and recommends future Commission action.

A ticking time bomb, Cox said, is the credit default swaps market. "The regulatory black hole for credit default swaps is one of the most significant issues we are confronting in the current credit crisis, and it requires immediate legislative action," Cox said. "No one has regulatory authority over credit default swaps--not even to require basic reporting or disclosure."

During the roundtable, Andrew "Buddy" Donohue, head of the SEC's Division of Investment Management, asked participants about the information sources investors use. Panelist John Bajkowski, VP and senior financial analyst of the American Association of Individual Investors, replied that most investors turn to TV programs, newsletters, and Web sites like Yahoo!Finance to research companies. Tim Thornton, principal, Web services at Vanguard, another panelist, said that since the market turmoil hit fever pitch, Vanguard is seeing 200,000 hits per day to its Web site, up from the normal 100,000 hits, Thornton reported. But investors aren't just looking at the prospectuses, he said, "they are looking at the actual fund holdings."

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